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What is Joint Venture Development Agreement?
Joint Venture Development Agreement A Joint Venture Development Agreement formalizes joint venture partnerships for development projects, specifying joint venture terms, contributions, responsibilities, and profit-sharing arrangements.
Sample template:
JOINT VENTURE DEVELOPMENT AGREEMENT
This Joint Venture Development Agreement (the "Agreement") is entered into as of [Effective Date], by and between GreenHaven Properties, a [State] corporation ("GreenHaven"), and UrbanWave Developers, a [State] corporation ("UrbanWave") (collectively, the "Parties"). The purpose of this Agreement is to set forth the terms and conditions under which the Parties will cooperate to develop a mixed-use urban complex, which includes residential apartments, retail spaces, and recreational facilities in downtown Cityville (the "Project").
1. Formation of Joint Venture
1.1. Joint Venture Entity
Upon execution of this Agreement, the Parties shall form a joint venture entity ("Joint Venture") under [State] law. The Joint Venture shall have its own separate legal identity, and its affairs shall be managed and governed in accordance with this Agreement and applicable law.
2. Contributions
2.1. Initial Capital
Each Party shall contribute an equal share of the initial capital required for the Project, in the form of cash, property, or services, as agreed upon by the Parties. The amount and form of each Party's contribution shall be set forth in a separate schedule to this Agreement.
2.2. Additional Capital
If the Joint Venture requires additional capital for the Project during the term of this Agreement, the Parties agree to contribute such capital pro rata based on their respective percentage interests in the Joint Venture unless otherwise mutually agreed upon in writing.
3. Responsibilities
3.1. Project Management
GreenHaven shall be responsible for overall project management, including obtaining required permits and approvals, managing the Project budget, establishing and maintaining a project schedule, and coordinating the work of all architects, engineers, and contractors.
3.2. Development Services
UrbanWave shall be responsible for providing development services, including the design of the mixed-use urban complex, selecting and engaging the services of architects and engineers, and overseeing the construction of the Project.
3.3. Standard of Care
Each Party shall perform its obligations under this Agreement in a diligent, timely, and professional manner and in accordance with applicable laws, regulations, and industry standards.
4. Profit-Sharing Arrangements
4.1. Allocation of Profits and Losses
Net profits and losses resulting from the operation of the Joint Venture shall be allocated to the Parties in proportion to their respective percentage interests in the Joint Venture. Any cash distributions made by the Joint Venture shall be in accordance with the Parties' percentage interests, unless otherwise mutually agreed upon in writing.
4.2. Sale or Disposition of the Project
Upon completion of the Project, the Parties shall decide whether to sell, lease, or otherwise dispose of the mixed-use urban complex pursuant to the terms of a separately negotiated agreement. Any net proceeds resulting from such sale, lease, or disposition shall be distributed to the Parties in proportion to their respective percentage interests in the Joint Venture.
5. Term and Termination
5.1. Term
This Agreement shall commence on the Effective Date and continue until the earlier of (i) the completion and disposition of the Project or (ii) the mutual written agreement of the Parties to terminate the Joint Venture.
5.2. Termination for Cause
Either Party may terminate this Agreement in the event that the other Party materially breaches any of its obligations under this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice from the non-breaching Party.
6. Governing Law and Dispute Resolution
6.1. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the United States and the State of [State], without regard to its conflicts of law principles.
6.2. Dispute Resolution
Any disputes arising under or in connection with this Agreement shall be resolved through good faith negotiations between the Parties. If the Parties are unable to resolve a dispute within thirty (30) days of initiating negotiations, the dispute shall be submitted to binding arbitration under the rules of the American Arbitration Association, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
7. Miscellaneous
7.1. Amendments
This Agreement may only be amended or modified in writing signed by both Parties.
7.2. Notices
All notices and communications under this Agreement shall be in writing and shall be deemed duly given when delivered personally or sent by certified mail, return receipt requested, to the addresses set forth below or to such other address as either Party may designate by notice to the other:
For GreenHaven Properties:
[Address]
Attention: [Name and Title]
For UrbanWave Developers:
[Address]
Attention: [Name and Title]
7.3. Entire Agreement
This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, representations, and warranties, whether oral or written, between the Parties.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
GreenHaven Properties UrbanWave Developers
By: ___________________________ By: __________________________
Name: _________________________ Name: ________________________
Title: __________________________ Title: _________________________
Main Sections of a Joint Venture Development Agreement
In this Joint Venture Development Agreement, you will see the following sections:
- Formation of Joint Venture
- Contributions
- Responsibilities
- Profit-Sharing Arrangements
- Term and Termination
- Governing Law and Dispute Resolution
- Miscellaneous
About each Section - Analysis and Summary:
- Formation of Joint Venture : This section explains that the two parties, GreenHaven Properties and UrbanWave Developers, will create a separate legal entity called a Joint Venture to work together on the development project. The Joint Venture will be managed according to this agreement and the law.
- Contributions : This section outlines how each party will contribute to the project, both in terms of initial capital and any additional capital needed later on. The contributions will be equal and can be in the form of cash, property, or services. If more capital is needed, the parties will contribute based on their percentage interests in the Joint Venture.
- Responsibilities : This section describes the roles and responsibilities of each party in the project. GreenHaven will manage the overall project, while UrbanWave will provide development services. Both parties must perform their duties diligently, professionally, and in accordance with the law and industry standards.
- Profit-Sharing Arrangements : This section explains how profits and losses from the Joint Venture will be divided between the parties based on their percentage interests. It also covers how the parties will decide what to do with the completed project (e.g., sell, lease, or dispose of it) and how the proceeds will be distributed.
- Term and Termination : This section sets the duration of the agreement, which lasts until the project is completed and disposed of or until both parties agree to end the Joint Venture. It also outlines the process for terminating the agreement if one party breaches its obligations and fails to fix the issue within 30 days of receiving written notice.
- Governing Law and Dispute Resolution : This section states that the agreement will be governed by the laws of the United States and the specific state where the Joint Venture is formed. It also outlines the process for resolving disputes between the parties, which involves good faith negotiations and, if necessary, binding arbitration under the rules of the American Arbitration Association.
- Miscellaneous : This section covers various additional terms, such as the process for amending the agreement, how to send notices and communications, and the fact that this agreement represents the entire understanding between the parties and supersedes any previous agreements or understandings.
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